Only 19 cars remained on the lead lap when Kyle Busch couldn't chase down Brad Keselowski on a green-white-checker, two-lap restart in the Aaron's 499.

Keselowski, with Busch's aerodynamic push, first slid by the dual Roush Fords of leader Matt Kenseth and Greg Biffle, who got disconnected and lost their momentum after surging ahead on the restart.

Then Keselowski held off the always-savvy Busch to win his second race of the season.

"I thought he might dump us at the end and slide underneath us," said Keselowski's team owner, Roger Penske.

Keselowski had other ideas.

"Once I saw the 17 [Kenseth] and 16 [Biffle] separate I knew this was our race," Keselowski said."You have to have the plan and you have to have the moves ready."

Next up was keeping Busch at bay. Keselowski got away from Busch with a move he said he had been plotting for a while. He went high on Turn 3, got away, and Busch had no chance of catching up.

"Once that happened, the race was over," Busch said. "It was all his."

"I wasn't too fast, I was just too stupid," said Kenseth, going for a restrictor-plate double-double after winning at Daytona.

So to review, Keselowski out-drove Kenseth, a former NASCAR Cup champion, and Busch, one of the top drivers on the circuit.

"Hell, it's my job to be good," Keselowski said. "That's what I get paid for. I don't paid to suck at this."

Most appreciative was Penske, who won for the first time in the Sprint Cup Series at Talladega.

The final restart came after a mental blip by A.J. Allmendinger — and that's a kind description — when he tried to block Denny Hamlin as Hamlin slid to the left trying to get through the pack on lap 186. Allmendinger managed to collect eight other cars and ruin the day for all of them.

"We didn't quite crash half the field, which is what we normally look to do here," Tony Stewart said sarcastically. "I was excited about it. … I made it further than I thought I would before I got crashed."

When crunched metal wasn't taking drivers out, blown engines were spoiling the day. The setups didn't allow cars to be engaged for very long without overheating issues, a situation that became exacerbated following morning showers. It caused a short delay in the start of the race, but most importantly, gave way to hotter temperatures and increased humidity.

Newman was sidelined with engine failure on lap 43. Johnson lasted a little bit longer, but not much. He had engine failure on lap 65.

"It's just a bummer; we had such a great race car, up there leading the race and had something happen there," Johnson said.

It was a bummer for Hendrick Motorsports teammate Jeff Gordon too, whose string of unfortunate hiccups continued Sunday. He got caught up in the first bump-and-grind of the afternoon after Aric Almirola's No. 43 Ford ran out of gas, and collided with Dave Blaney's Chevy.

The ensuing chaos took out Gordon, the pole-sitter for this race, and 2011 Cup runner-cup Carl Edwards

Gordon, a four-time champion, has only two Top 10 finishes this season.

"Man this is just one of the most bizarre years that this team has ever gone through," Gordon said. "It's almost comical at this point. Gosh, I thought I was clear. …That's just the way this season has been going."